October 20, 2008

America First Tax Exempt Investors, L.P.

1004 Farnam Street

Suite 400

Omaha, Nebraska  68102

Re:           Certain Federal Income Tax Consequences

Ladies and Gentlemen:

We have acted as tax counsel to America First Tax Exempt Investors, L.P., a Delaware limited partnership (the “Company”), in connection with the filing of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of non-transferable subscription rights (the “Rights”) entitling the holders thereof to purchase up to 3,378,232 Beneficial Unit Certificates representing assigned limited partnership interests in the Company (the “BUCs”) at the rate of one BUC for each Right, subject to over-subscription privileges described in the Registration Statement.  This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(8) of Regulation S-K.

 

In the course of our representation, we have reviewed the Registration Statement, the Agreement of Limited Partnership of the Company (the “Partnership Agreement”), and such other documents and information as we have deemed necessary and have relied on certain representations of officers of the general partner of Company.  For purposes of our opinion, we have not made an independent investigation of the facts set forth in such documents or representations, but have relied on the Company’s representation that the information presented in such documents or otherwise furnished to us accurately and completely describes all material facts relevant to our opinion.

 

In rendering our opinion, we have also considered and relied upon the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder (the “Regulations”), pertinent judicial and administrative authorities and such other authorities as we have considered relevant.  It should be noted that such laws, Code, Regulations, judicial decisions, administrative interpretations and other authorities are subject to change at any time and, in some circumstances, with retroactive effect.  A change in any of the authorities upon which our opinion is based could preclude us from rendering a similar opinion in the future.

 

In giving this opinion letter we have assumed:

 

(i)           the genuineness of all signatures and the authenticity and completeness of all documents submitted to us as originals;

 

(ii)           the conformity to originals and the authenticity of all documents supplied to us as certified, photocopied, conformed or facsimile copies and the authenticity and completeness of the originals of any such documents; and

 

(iii)           the proper, genuine and due execution and delivery of all documents by all parties to them and that there has been no breach of the terms thereof.

 

Based on the foregoing, we are of the opinion that (i) the Company will be treated as a partnership for United States federal income tax purposes and (ii) the holders of BUCs will be subject to tax as partners of the Company for United States federal income tax purposes.

 

We are also of the opinion that the descriptions of the law contained in the Registration Statement under the caption “U.S. Federal Income Tax Considerations—Income Tax Considerations Relating to the Company and its BUC holders” are correct in all material respects, and the discussion thereunder fairly summarizes the material U.S. federal income tax consequences to a holder of BUCs of the Company.

 

We express no opinion herein other than as expressly stated above.  This opinion is intended for the exclusive use of the Company in connection with the offering of BUCs under the Registration Statement and it may not be used, circulated, quoted or relied upon for any other purpose without our prior written consent.  This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise the Company or any other party of any subsequent changes of the matters stated, represented, or assumed herein or any subsequent changes in applicable law.